Purchase Sale and Delivery of the Securities Contract Clauses (103)

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of 98.808% of the principal amount of the Notes and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set fo...rth opposite the names of the Underwriters in Exhibit A hereto. The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, at 10:00 a.m., New York time, on May 20, 2015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date". For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date. View More

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a price equal to 97.746% of the principal amount thereof plus accrued interest, if any, from August 6, 2021 to ...the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 14 (b) Payment for the Securities to be sold hereunder is to be made in federal (same day) funds to the Company to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company, New York, New York ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"). Payment for and delivery of the Securities will be made at 10:00 a.m., New York City time, on August 6, 2021 or at such other time and date not later than five business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. View More

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Company and Finance Co. agrees to issue and sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase Notes in the respective amounts set forth on Schedule 1 hereto from the Company at 98.863% of their principal amount (such percentage of the principal amount, the "Purchase Price"). (b) One o...r more certificates in definitive form for the Securities that the Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Underwriters request upon notice to the Company at least 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Company and Finance Co. to the Underwriters, against payment by or on behalf of the Underwriters of the Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Closing Date, or by such means as the parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York prior to 10:00 A.M. New York City time, on December 11, 2014, or at such other place, time or date as the Underwriters, on the one hand, and the Company, on the other hand, may agree upon, such time and date of delivery against payment being herein referred to as the "Closing Date." The Company will make such certificate or certificates for the Securities available for checking and packaging by the Underwriters at the offices of Morgan Stanley & Co. LLC, New York City, or at such other place as the Representatives, on behalf of the Underwriters, may designate, at least 24 hours prior to the Closing Date. 10 4. Offering by the Underwriters. The Underwriters propose to make an offering of the Securities at the price and upon the terms set forth in each of the Registration Statement, the Time of Sale Information and the Prospectus as soon as practicable after this Agreement is entered into and as in the judgment of the Underwriters is advisable. View More

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Shares, the Warrants and the Pre-Funded Warrants to the Underwriter, and the Underwriter agrees to purchase the Shares, the Warrants and the Pre-Funded Warrants set forth opposite its name in Schedule I hereto. The purchase price shall be $— for each Share and related Warrant to purchase one Warrant Share and $— fo...r each Pre-Funded Warrant to purchase one Warrant Share and related Warrant. (b) The Shares, the Warrants and the Pre-Funded Warrants will be delivered by the Company to the Underwriter, registered in such names as the Underwriter may request, against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660, or such other location as may be mutually acceptable, at 6:00 a.m. Pacific time, on the third (or if the Shares, the Warrants and the Pre-Funded Warrants are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act. The time and date of delivery of the Shares, the Warrants and the Pre-Funded Warrants is -14- referred to herein as the "Closing Date." On the Closing Date, the Company shall deliver the Shares, the Warrants and the Pre-Funded Warrants, which shall be registered in the name or names and shall be in such denominations as the Underwriter may request at least one (1) business day before the Closing Date, to the account of the Underwriter, which delivery shall (a) with respect to the Shares, be made through the facilities of the Depository Trust Company's DWAC system, and (b) with respect to the Warrants and the Pre-Funded Warrants, be made by physical delivery to be received or directed by the Underwriter no later than one (1) business day following the respective Closing Date. View More

Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Issuer agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Issuer the respective number of Securities set forth such Underwriter's name in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof, at a price per Share and accompanying Series 1 Warrant and Series 2 Warrant of $5.875 (the... "Purchase Price"), and the purchase price for each Pre-Funded Warrant and accompanying Series 1 Warrant and Series 2 Warrant shall be the Purchase Price less $0.001 per Pre-Funded Warrant Share. (a) Payment for the Securities to be sold hereunder is to be made in immediately available funds against delivery of Securities to the Representative for the several accounts of the Underwriters. Such payment is to be made through the facilities of the Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the second business day after the date of this Agreement or at such other time and date not later than five business days thereafter as you and the Issuer shall agree upon, such time and date being herein referred to as the "Closing Date." Delivery of the Shares shall be made through the facilities of the Depository Trust Company and delivery of the Warrants shall be made by physical delivery to be received by the Representative no later than two (2) business days following the Closing Date. As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed. View More